Common use of Appointment of Stockholders’ Representative Clause in Contracts

Appointment of Stockholders’ Representative. For purposes of this Agreement, the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx as the representative and attorney-in-fact for and on behalf of the InterSAN Stockholders (the “Stockholders’ Representative”), and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken by the Stockholders’ Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreement.

Appointment of Stockholders’ Representative. For purposes (a) Upon execution of this Agreement, from and after the InterSAN Closing Date, the Cash Consideration Stockholders do hereby consent to the appointment of Nxx Xxxxxxx constitute and appoint GSC Partners, as the representative their agent and attorney-in-fact (the "Stockholders' Representative"), with full power and authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the InterSAN Stockholders (the “Stockholders’ Representative”), and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the InterSAN Cash Consideration Stockholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claimsgive and receive notices and communications, (iii) to agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims claims and (v) take all such other steps and actions necessary (or omissions to act) as the Stockholders' Representative may deem necessary, appropriate or advisable in connection with this Agreement, any amendment hereto and all documents relating hereto and thereto. The authority conferred under this Section shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the judgment Cash Consideration Stockholders or any of them, or by operation of law, whether by the death or incapacity of any Cash Consideration Stockholders, the termination of any trust or estate or the occurrence of any other event. If GSC Partners is unable to serve as the Stockholders' Representative for any reason, the successor Stockholders' Representative shall be designated in writing by the Cash Consideration Stockholders which held a majority of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect Shares immediately prior to the Escrow Agreement and the dispositionClosing. If any individual Cash Consideration Stockholders should die or become incapacitated, settlement if any trust or estate should terminate or if any other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions such event should occur, any action taken by the Stockholders’ ' Representative in connection with all Indemnification Claimspursuant to this Section shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Stockholders' Representative shall have received notice of such death, incapacity, termination or other event. Any notice given to the Stockholders' Representative pursuant to Section shall constitute effective notice to the Cash Consideration Stockholders, and Finisar any other party to this Agreement or any other Person may rely on any notice, consent, election or other communication received from such Stockholders' Representative as if such notice, consent, election or other communication had been received from all Stockholders. (b) Neither the Stockholders' Representative nor any of its directors, officers, agents or employees shall be liable to any Stockholder for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to the Stockholders for any action taken or omitted to be taken in good faith by it. As concerns the Stockholders only, the Stockholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. As concerns the Stockholders only, as to any matters not expressly provided for in this Agreement, the Stockholders' Representative shall not be required to exercise any discretion or take any action. Any decision, action, omission to act, consent or instruction of the Stockholders' Representative within the scope of the authority conferred herein shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each such Stockholder. Parent shall be entitled to rely on any action or decision all statements, representations and decisions of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ ' Representative. The Stockholders’ ' Representative will incur no liability with respect shall not be entitled to any action taken or suffered compensation for its services, but shall be entitled to reimbursement from the Stockholders of reasonable expenses incurred by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed its capacity as such by the proper person (Cash Consideration Stockholders, treating the Stockholders' Representative as an Indemnitee under Section 10.17(b) and shall have no responsibility all Cash Consideration Stockholders as Indemnitors without regard to determine the authenticity thereofsubject matter limitations set forth in the first sentence of Section 10.17(b). For purposes of this Agreement, nor for any other action or inactionincluding, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreementwithout limitation, Sections 4.6, 4.8 and 4.9, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ ' Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative act as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by agent for all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow AgreementCash Consideration Stockholders and not in an individual capacity whether as a stockholder or otherwise.

Appointment of Stockholders’ Representative. For purposes of this Agreement, Each Company Stockholder hereby appoints Xxxxxxxx Xxxxxx to be the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx as the representative and appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the InterSAN Company Stockholders (with full power of substitution in the “Stockholders’ Representative”premises), and in connection with the provisions of this Section 1.04 as they relate to the taking by the Stockholders’ Representative of any and all actions Company and the making Company Stockholders generally, and such other matters as are reasonably necessary for the consummation of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, transactions contemplated hereby including, without limitation, the exercise of the power to (i) to review all determinations of the Closing Adjustment and the Accounts Payable Adjustment and, to the extent deemed appropriate, dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such determinations, (ii) to compromise on their behalf with Acquiror any claims asserted thereunder, (iii) to authorize payments to be made with respect to the Closing Adjustment and the Accounts Payable Adjustment, (iv) to execute the Escrow Agreement and deliver on behalf of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Escrow Shares Company Stockholders any documents or agreement contemplated by or necessary or desirable in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply connection with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims this Purchase Agreement and (v) to take all such further actions necessary in including coordinating and administering post-closing matters related to the judgment rights and obligations of the Stockholders’ Representative for Company Stockholders as are authorized in this Purchase Agreement (the accomplishment above named representative, as well as any subsequent representative of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken Company Stockholders appointed by the Company Stockholders being referred to herein as the "Stockholders’ Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ ' Representative"). The Stockholders’ ' Representative will incur no liability shall not be liable to any Company Stockholder, Acquiror, the Company or their respective Affiliates or any other Person with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it omitted to be genuine and to have been signed taken by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other Stockholders' Representative in his role as Stockholders' Representative under or in connection with this Purchase Agreement unless such action or inactionomission results from or arises out of fraud, except his own gross negligence, willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely faith on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses part of the Stockholders’ Representative ' Representative. Acquiror shall be paid from the Escrow Shares entitled to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative rely on such appointment and treat such Stockholders' Representative as the Stockholders’ Representative by sending notice and a copy duly appointed attorney-in-fact of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreementeach Company Stockholder.

Appointment of Stockholders’ Representative. For purposes (a) Each stockholder of this Agreement, the InterSAN Stockholders OSI and each holder of Stock Units hereby consent to the appointment of Nxx Xxxxxxx appoints Xxxx Xxxx as the representative his or her or its agent and true and lawful attorney-in-fact with the powers set forth in this Section 1.17, and Xxxx Xxxx hereby accepts such appointment, as the “Stockholders’ Representative.” The Stockholders’ Representative shall, and shall have full power and authority to, act on behalf of the stockholders of OSI and the holders of Stock Units in connection with all matters relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby. The Stockholders’ Representative shall be the exclusive agent for and on behalf of the InterSAN Stockholders (stockholders of OSI and the “Stockholders’ Representative”), and holders of Stock Units immediately prior to the taking by the Stockholders’ Representative of any Effective Time to: (i) give and all actions receive notices and the making of any decisions required communications to or permitted to be taken by him under this Agreement from Buyer, Acquisition Subsidiary or the Escrow Agent relating to this Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf or any of the InterSAN Stockholders, transactions and other matters contemplated hereby or thereby; (ii) authorize delivery deliveries to Finisar Buyer and Acquisition Subsidiary of cash or other property from the Escrow Shares Amount in satisfaction of Indemnification Claimsclaims asserted by Buyer and Acquisition Subsidiary (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to to, such Indemnification Claims, (iv) resolve any Indemnification Claims claims; and (v) take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholders’ Representative shall be the sole and all exclusive means of asserting or addressing any of the above and no former stockholder of OSI or holder of Stock Units shall have any right to act on its own behalf with respect to any such matters or other termsmatters relating to this Agreement, conditions and limitations of this Agreement and the Escrow AgreementAgreement or any of the transactions or other matters contemplated hereby or thereby, other than any claim or dispute against the Stockholders’ Representative. AccordinglyBuyer and Acquisition Subsidiary, together with their respective Affiliates, shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Stockholders’ Representative has unlimited authority without independent investigation. No bond shall be required of the Stockholders’ Representative. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the stockholders of OSI and power to act on behalf holders of each InterSAN Shareholder with respect Stock Units immediately prior to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification ClaimsEffective Time. Each InterSAN Stockholder will be bound stockholder of OSI and each holder of Stock Units hereby agrees to indemnify and hold the Stockholders’ Representative harmless from and against, any and all liabilities or losses imposed on, incurred by all actions taken by or asserted against the Stockholders’ Representative in connection with all Indemnification Claimsthis Agreement, except in the event of the Stockholders’ Representative’s gross negligence or willful misconduct and Finisar the Stockholders’ Representative shall be entitled to rely on any action or decision reimbursement from the Escrow Amount of all reasonable expenses and losses and liabilities incurred in the performance of his duties as the Stockholders’ Representative under this Agreement, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or taken by to assist in the assessment, litigation and/or settlement of any person such claims; provided, however, that Finisar reasonably believes to be authorized to act on behalf Buyer shall not have any obligation or liability for such expenses or for payment of any fees of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect is expressly authorized to any action taken or suffered by it in reliance rely upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine the advice of such consultants and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faithagents. In all questions arising under this Agreement or the Escrow Agreement, event the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable dies or is unable or refuses to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided hereinserve, the Stockholders’ Representative stockholders of OSI and holders of Stock Units will not be required to take any action involving any expense unless the payment of such expense is made or provided for promptly notify Buyer in a manner satisfactory to him. The expenses writing of the Stockholders’ Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders designation by them of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative successor to act as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreementhereunder.

Appointment of Stockholders’ Representative. For purposes (a) By voting in favor of this Agreementthe Merger or participating in the conversion of Company Preferred Stock, each of the InterSAN Stockholders holders of Company Preferred Stock (the "Preferred Stockholders") hereby consent appoints Core Capital Partners, L.P. as its representative (the "Representative"), to the appointment of Nxx Xxxxxxx as the representative be its true and lawful attorney-in-fact for all matters in connection with this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the InterSAN Preferred Stockholders with respect to all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the “"Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretion. (b) The Representative appointed hereunder may take any action contemplated by the Subject Documents. (c) In the event that a Parent Indemnified Person gives notice to the Representative appointed hereunder of a claim for which indemnification may be sought, the Representative shall have the authority to determine, in its judgment, whether to retain counsel (and to select that counsel) to protect the Preferred Stockholders’ ' interests, whether to assume the defense of or otherwise to control the handling of the claim, whether to consent to indemnification and to make all other decisions required to be made by the Preferred Stockholders pursuant to the Subject Documents, including without limitation whether to consent or withhold consent to any settlement or compromise of a claim. (d) The Representative appointed hereunder shall not be liable to any Preferred Stockholder for any act or omission taken pursuant to or in conjunction with the Subject Documents, except for its own gross negligence or willful misconduct. The Preferred Stockholders shall, severally and not jointly and severally, indemnify and hold the Representative”), and to the taking by the Stockholders’ Representative of each successor thereof, harmless from any and all actions liability and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, expenses (including, without limitation, attorneys' fees) which may arise out of any action taken or omitted by it as a Representative in accordance with the exercise Subject Documents, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the power to Representative. (ie) execute The Representative appointed hereunder shall provide the Escrow Agreement on behalf Preferred Stockholders with notice of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all material actions taken by the Stockholders’ Representative in connection with all Indemnification Claimstheir duties under the Subject Documents, and Finisar shall be entitled to rely on any action or decision but failure of the Stockholders’ Representative to do so shall not affect such Representative's authority in any respect or taken by result in any person that Finisar reasonably believes to be authorized to act on behalf of liability for the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreement.

Appointment of Stockholders’ Representative. For purposes Xxxx X. Xxxxxx shall, by virtue of this Agreementthe Merger, the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx as the representative and be appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the InterSAN Company Stockholders (with full power of substitution in the “Stockholders’ Representative”premises), in connection with the provisions of this Section 2.05 and the Escrow Agreement as they relate to the taking by the Stockholders’ Representative of any and all actions Company and the making Company Stockholders generally, and such other matters as are reasonably necessary for the consummation of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, transactions contemplated hereby including, without limitation, the exercise of the power to (i) to review all determinations of the Closing Adjustment and, to the extent deemed appropriate, dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such determinations, (ii) to compromise on their behalf with Acquiror any claims asserted thereunder, (iii) to authorize payments to be made with respect to the Closing Adjustment, (iv) to execute the Escrow Agreement and deliver on behalf of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Company Stockholders any documents or agreement contemplated by or necessary or desirable in connection with this Merger Agreement or the Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims Agreement and (v) to take all such further actions necessary in including coordinating and administering post-closing matters related to the judgment rights and obligations of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of Company Stockholders as are authorized in this Merger Agreement and the Escrow Agreement. AccordinglyAgreement (the above named representative, as well as any subsequent representative of the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken Company Stockholders appointed by the Stockholders’ Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision Company Stockholders who previously held a majority of the Company Common Stock being referred to herein as the "Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ ' Representative"). The Stockholders’ ' Representative will incur no liability shall not be liable to any Company Stockholder, Acquiror, the Surviving Corporation or their respective Affiliates or any other Person with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it omitted to be genuine and to have been signed taken by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other Stockholders' Representative in his role as Stockholders' Representative under or in connection with this Merger Agreement unless such action or inactionomission results from or arises out of fraud, except his own gross negligence, willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely faith on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses part of the Stockholders’ Representative ' Representative. Acquiror, Acquiror Sub and the Surviving Corporation shall be paid from entitled to rely on such appointment and treat such Stockholders' Representative as the Escrow Shares duly appointed attorney-in-fact of each Company Stockholder. Each Company Stockholder who votes in favor of the Merger pursuant to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow mayterms hereof, by written consentsuch vote and without any further action, appoint a new representative as and each Company Stockholder who receives Merger Consideration in connection with the Stockholders’ Representative Merger, by sending notice acceptance thereof and a copy of the written consent appointing without any further action, confirms such new representative signed by holders of a majority of the Escrow Shares to Finisar appointment and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreementauthority.

Appointment of Stockholders’ Representative. For purposes Each Stockholder hereby irrevocably appoints GLR&S (counsel for the Stockholders) as such Stockholder's representative, agent and attorney-in-fact to act for, on behalf of and in the name of such Stockholder under this AgreementAgreement and each of the Other Stockholder Documents and ratifies all actions GLR&S may take hereunder or thereunder, the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx or in connection herewith or therewith, as the representative such representative, agent or attorney-in-fact (GLR&S, as such representative, agent and attorney-in-fact for the Stockholders, and on behalf each of them, the "STOCKHOLDERS' REPRESENTATIVE"). Notwithstanding anything contained herein or any of the InterSAN Stockholders Other Stockholder Documents, (a) the “Stockholders’ Representative”)Company may rely upon any agreement, and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required instrument or permitted to be taken by him under this Agreement or the Escrow Agreement, other document (including, without limitation, the exercise any amendment or other modification of this Agreement or any of the power to (iOther Company Documents and Other Stockholder Documents) execute the Escrow Agreement on behalf of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements executed and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of delivered by the Stockholders’ ' Representative for the accomplishment of the foregoing as binding upon each and all of the Stockholders, (b) any notice or other termscommunication or any other document or instrument made, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, delivered or given to the Stockholders’ ' Representative has unlimited authority shall be deemed to have been made, delivered or given to each of the Stockholders and power (c) the Stockholders' Representative shall be entitled to act receipt on behalf of each InterSAN Shareholder with respect Stockholder for any instrument (including any check or other payment) delivered to the Escrow Agreement and Stockholders' Representative for the disposition, settlement or other handling benefit of all Indemnification Claimssuch Stockholder. Each InterSAN Stockholder will be bound by all actions taken by the Stockholders’ Representative in connection with all Indemnification Claims, acknowledges and Finisar agrees that GLR&S shall be entitled to rely on any action or decision of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur have no liability with respect to for any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative GLR&S as the Stockholders’ ' Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated except in the consent case of GLR&S's gross negligence or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreementwillful misconduct.

Appointment of Stockholders’ Representative. For purposes By the execution and delivery of this Agreement, the InterSAN Stockholders each Selling Stockholder hereby consent to the appointment of Nxx Xxxxxxx irrevocably constitutes and appoints DKM as the representative true and lawful agent and attorney-in-fact for (the "Stockholders' Representative") of such Selling Stockholder with full authority and on behalf power of substitution to act in the name, place and stead of such Selling Stockholder with respect to the consummation of the InterSAN Stockholders transactions contemplated hereunder and under any other Transaction Documents, including without limitation the power and authority to (the “Stockholders’ Representative”)a) execute any amendment to this Agreement, and to the taking by the Stockholders’ Representative or a waiver of any and all actions and provision of this Agreement (including without limitation the making waiver of any decisions required or permitted to be taken breach by him Buyer under this Agreement or the waiver of any condition precedent to the Closing under Sections 8.1 or 8.3 hereof other than any waiver of clauses (i), (ii), (iii), (iv), (v) or (vi) of Section 9.1(a)), as the Stockholders' Representative shall deem necessary or appropriate in its, his or her sole discretion; provided, however, that (x) without the written consent of all of the Selling Stockholders, the Stockholders' Representative shall not have the authority to execute any amendment which would amend Section 2.2 or the definition of the Preferred Stock Premium Amount (other than an amendment which would increase the Selling Common Stockholders Closing Payment or otherwise which would increase the Purchase Price), Section 3.2 or Article XI hereof (excluding Sections 11.3 or 11.4 and excluding any amendment to such Article which would increase the rights or remedies of the Selling Stockholders), (y) without the written consent of the Preferred Stockholder, the Stockholders' Representative shall not have the authority to execute any amendment which would amend Section 2.5(e) or the definitions of Preferred Stock Premium Amount, Preferred Stock Value Amount or Preferred Stock Payment or which would otherwise affect only the Preferred Stockholder and not the other Selling Stockholders and (z) the Stockholders' Representative shall not have the authority to execute any amendment which would adversely affect any Selling Common Stockholder(s) but not the other Selling Common Stockholders without the written consent of such adversely affected Selling Common Stockholder(s), (b) execute and deliver the Release (including any Release delivered pursuant to Section 10.2(b)), the Deposit Escrow Agreement, the Indemnification Escrow Agreement, the Certificate to be delivered by the Selling Stockholders pursuant to Section 8.2(a) and any amendment to or waiver of any of such instruments and any and all other Transaction Documents in connection herewith, (c) execute and deliver the written instructions described in Section 11.9 on behalf of such Selling Stockholder and to deliver any instructions under the Deposit Escrow Agreement or the Indemnification Escrow Agreement or as otherwise permitted or contemplated hereunder or under any other Transaction Document, (d) receive or deliver any and all notices required to be delivered to or sent by the Selling Stockholders pursuant to this Agreement or any other Transaction Documents, (e) perform the obligations and rights of such Selling Stockholder under the Deposit Escrow Agreement and the Indemnification Escrow Agreement and any and all other Transaction Documents, (f) receive, hold and deliver to Buyer the certificates for the Shares and the Series A Preferred Shares and any other documents (including stock powers or other instruments of transfer) relating thereto, (g) execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents which the Stockholders' Representative deems necessary or appropriate in its, his or her sole discretion in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement, (h) terminate this Agreement in accordance with Section 10.1, at the request of a Majority-in-Interest of the Selling Stockholders, (i) perform the obligations and exercise the rights hereunder and under the Deposit Escrow Agreement or the Indemnification Escrow Agreement, including, without limitation, the exercise settlement of the power to (i) execute the Escrow Agreement on behalf of the InterSAN Stockholdersany claims and disputes with Buyer arising hereunder or thereunder, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (vk) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the any other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power action permitted or contemplated to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken by the Stockholders’ ' Representative in connection with hereunder or under any other Transaction Documents. The parties hereto understand and agree that the Stockholders' Representative may, but shall be under no duty or obligation to, take or refrain from taking any or all Indemnification Claimsof the above actions or any other action, and Finisar any taking or refraining from taking any or all of the above actions or any other action shall be entitled not create any duty or obligation to rely on take or to refrain from taking any later or successive action. Buyer, the other Buyer Indemnified Parties, and any other person, may conclusively and absolutely rely, without inquiry, upon any action or decision of the Stockholders’ ' Representative as the action of each Selling Stockholder in all matters referred to herein, and each Selling Stockholder confirms all that the Stockholders' Representative shall do or cause to be done by virtue of his or her or its appointment as Stockholders' Representative. All actions by the Stockholders' Representative are acknowledged by the parties hereto to be taken by it solely as agent and attorney-in-fact for each Selling Stockholder. By the execution of this Agreement, DKM has accepted its appointment as the initial Stockholders' Representative and in consideration for DKM's (or any person that Finisar reasonably believes successor's) agreement to act as the Stockholders' Representative, each Selling Stockholder hereby consents and agrees to all actions or inactions taken or omitted to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ ' Representative based on such advice. Except as expressly provided hereinunder this Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement or any other Transaction Documents and hereby agrees to indemnify and hold DKM and each of DKM's stockholders, Affiliates, directors, officers, employees and representatives (collectively, the "Representatives") and any and all successor Stockholders’ ' Representative and their respective Representatives harmless from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and attorneys' fees and expenses, if any) incurred in any claim, action, dispute or proceeding between any such person and the Selling Stockholders (or any of them) or between any such person and any third party (including, without limitation, Buyer or the Company or any Affiliate thereof) or otherwise incurred or suffered as a result of or arising out of such actions or inactions by the Stockholders' Representative or otherwise relating to DKM's (or any successor's) appointment as the Stockholders' Representative. Each Selling Stockholder covenants and agrees that it will not voluntarily revoke the power of attorney conferred in this Section 12.17. If any Selling Stockholder dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Selling Stockholder being a "Former Selling Stockholder") and, as a result, the power of attorney conferred by this Section 12.17 is revoked by operation of law, it shall not be required to take any action involving any expense unless a breach by such Former Selling Stockholder under this Agreement if the payment heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such expense is made or provided for in Former Selling Stockholder (each a manner satisfactory to him. The expenses "Successor Selling Stockholder") confirms the appointment of the Stockholders’ ' Representative shall be paid from as agent and attorney-in-fact for such Successor Selling Stockholder. Notwithstanding the Escrow Shares foregoing sentence, if the power of attorney conferred by this Section 12.17 is revoked by operation of law and thereafter not reconfirmed by the Successor Selling Stockholder prior to the extent Closing, such revocation shall not be deemed a breach by the Successor Selling Stockholder of any of the provisions of this Agreement provided that the Shares or Series A Preferred Shares held by such Successor Selling Stockholder are delivered for transfer to Buyer at the Closing duly endorsed for transfer or accompanied by stock powers duly endorsed for transfer and further provided that such Successor Selling Stockholder executes and delivers such other certificates, documents or instruments (including, without limitation, any amendments hereto, the Deposit Escrow Shares are available after payment Agreement and the Indemnification Escrow Agreement) that would have been delivered on its behalf by the Stockholders' Representative had such Successor Selling Stockholder reconfirmed the agency and power of attorney conferred by this Section 12.17. The Stockholders' Representative may resign as the Stockholders' Representative for any reason and at any time by written notice to Buyer and each Selling Stockholder. If at any time DKM (or any successor Stockholders' Representative) resigns from its position as the Stockholders' Representative, the Majority-in-Interest of the Selling Stockholders shall designate a successor as soon as practicable and shall notify Buyer in writing of such designation. Upon written notice delivered to Buyer, the Selling Stockholders may change the identity of the Stockholders' Representative by written consent signed by the Majority-in-Interest of the Selling Stockholders (including as a result of the resignation by the Stockholders' Representative). Each of the Selling Stockholders hereby consents and agrees to all Finisar Losses actions or inactions taken or omitted to be taken in good faith by the Majority-in-Interest of the Selling Stockholders under this Article IX. At any time during Agreement, the term of the Deposit Escrow Agreement, holders of a majority the Indemnification Escrow Agreement or any other Transaction Document and hereby agrees to indemnify and hold harmless the Majority-in-Interest of the Escrow Shares then held Selling Stockholders and each of its Representatives from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and attorneys' fees and expenses) incurred in Escrow mayany claim, by written consentaction, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing dispute or proceeding between any such new representative signed by holders of a majority of the Escrow Shares to Finisar person or persons and the Escrow Agent. Such appointment will be effective upon the later Selling Stockholders (or any of the date indicated in the consent them) or between any such person or persons and any third party (including, without limitation, Capstar, Buyer or the date Company) or otherwise incurred or suffered as a result of or arising out of such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreementactions or inactions.

Appointment of Stockholders’ Representative. For purposes of this AgreementSeller hereby represents, warrants and agrees that the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx Stockholders’ Representative has been designated as the representative of the Seller and as the attorney-in-fact and agent for and on behalf of the InterSAN Stockholders Indemnifying Party, each Company Stockholder and each Major Entitled Optionee, as applicable, with respect to (i) claims for indemnification under this Article IX, (ii) for purposes of the “Stockholders’ Representative”)Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement and (iii) for the purposes set forth in Section 2.03, related to the working capital adjustment, and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him the Stockholders’ Representative under this Agreement or Agreement, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement, including, without limitation, including the exercise of the power to: (a) give and receive notices and communications to or from Buyer (ion behalf of itself or any Indemnifying Party, any Company Stockholder and any Major Entitled Optionee) execute relating to this Agreement, Holdback Release Agreement, the Escrow Agreement on behalf or the Registration Rights Agreement or any of the InterSAN Stockholders, transactions and other matters contemplated hereby or thereby (iiexcept to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Persons individually); (b) authorize the release or delivery to Finisar Buyer of Escrow Shares Cash in satisfaction of Indemnification Claims, indemnification claims by a Buyer Indemnified Party pursuant to this Article IX (iiiincluding by not objecting to such claims) and the Escrow Agreement; (c) agree to, object to, negotiate, resolve, enter into settlements and compromises of of, demand litigation of, and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claimsto, (ivi) resolve any Indemnification Claims amendment hereto or of the Holdback Release Agreement, Escrow Agreement or the Registration Rights Agreement after the date hereof (ii) indemnification claims by any Buyer Indemnified Party pursuant to this Article IX or (iii) any other claim by any Buyer Indemnified Party, against any Indemnifying Party or by any Indemnifying Party against any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Registration Rights Agreement or any of the transactions and other matters contemplated hereby or thereby; (d) selection of the Auditor under Sections 2.03 and 2.06, and (ve) take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreementforegoing. Accordingly, the The Stockholders’ Representative has unlimited shall have authority and power to act on behalf of each InterSAN Shareholder Indemnifying Party, Company Stockholder and Major Entitled Optionee, as applicable, with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claimsclaims pursuant to this Article IX, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement, and all rights or obligations arising pursuant to this Article IX, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement. Each InterSAN Stockholder will Indemnifying Party, Company Stockholders and Major Entitled Optionee, as applicable, shall be bound conclusively bound, without right of appeal or objection, by all actions taken and documents executed by the Stockholders’ Representative in connection with all Indemnification Claimsthis Article IX, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement, and Finisar each Buyer Indemnified Party shall be entitled to rely on any action or decision of the Stockholders’ Representative. The Person serving as the Stockholders’ Representative or taken may be replaced from time to time by any person that Finisar reasonably believes Company Stockholders as provided in an agreement with the Stockholders’ Representative and upon not less than thirty (30) days’ prior written notice to Buyer. No bond shall be authorized to act on behalf required of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect Notices or communications to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of from the Stockholders’ Representative shall be paid constitute notice to or from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named Company pursuant to Section 11 of the Escrow Agreement10.01.

Appointment of Stockholders’ Representative. For purposes The Stockholders hereby appoint each of Keith R. Halls xxx Xxxxen J. Lund (xxxx xxxx xxxson, whether acting singly or in concert, and any successor or successors being the "Stockholders' Representative") as their legal representative and Attorney-in-Fact (i) to do any and all things and execute all documents and papers, in each Stockholder's name, place and stead, in any way such Stockholder could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including, without limitation, to (i) amend, cancel or extend, or waive the terms of this Agreement, the InterSAN Stockholders' Escrow Agreement or any other ancillary documents or agreements prepared in connection with this Agreement, (ii) provide the notices of dispute and adjustments to the consideration pursuant to Section 2.08, (iii) accept and deliver shares, promissory notes or cash in the amount of any fractional share amount due to each Stockholder, on behalf of such Stockholders, (iv) act on behalf of the Stockholders with respect to claims (including the settlement thereof) made by NSAP or the Stockholders for indemnification pursuant to Articles VIII and X and with respect to any actions to be taken by the Stockholders pursuant to the terms of the Stockholders' Escrow Agreement and (vi) accept, on behalf of the Stockholders, all notices required to be delivered to the Stockholders under this Agreement. In the event that one or both of the Stockholders' Representatives becomes unable or unwilling to continue in his capacity as Stockholders' Representative, the Stockholders shall appoint a successor Stockholders' Representative by written notice to NSAP. All references herein to "Stockholders' Representative" shall include any such successor Stockholders' Representative. The Stockholders hereby consent to the appointment of Nxx Xxxxxxx as the representative and attorney-in-fact for and on behalf of the InterSAN Stockholders (the “Stockholders’ Representative”), and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him the Stockholders' Representative under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the InterSAN Stockholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the ' Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will The Stockholders shall be bound by all actions taken by the Stockholders’ ' Representative in connection with all Indemnification Claims, and Finisar his capacity thereof. NSAP shall be entitled to rely on any action or decision rely, as being binding upon each of the Stockholders’ Representative or taken by , any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement document or other document paper believed by it to be the genuine and correct and to have been signed or sent by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel' Representative, and the Stockholders’ Representative will NSAP shall not be liable to anyone the Stockholders for anything done, any action taken or omitted or suffered to be taken by it in good faith such reliance. Copies of any notice given by NSAP to the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ ' Representative shall be paid from the Escrow Shares provided to the extent any Escrow Shares are available after payment each of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held those persons specified in Escrow may, by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreement11.02.

Appointment of Stockholders’ Representative. For purposes (a) Each of this Agreementthe Stockholders does hereby make, constitute and appoint Xxxxxx Xxxxxx, Inc. (the InterSAN Stockholders hereby consent "Stockholders' Representative"), as his, her or its agent, to the appointment of Nxx Xxxxxxx act in his, her or its name, place and stead, as the representative and such Stockholder's attorney-in-fact for and on behalf of the InterSAN Stockholders (the “Stockholders’ Representative”)fact, and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute and deliver all documents necessary or desirable to carry out the Escrow intent of this Agreement and any other documents, instruments and/or agreements contemplated by this Agreement (each, an "Additional Agreement"), (ii) determine whether the conditions to Closing in Article VII hereof have been satisfied, (iii) initiate, defend or settle any claims for indemnification under Article IX hereof and, except as set forth in Section 2.5(d), to serve as the named party with respect to any such claims on behalf of each of the Stockholders, (iv) give and receive on behalf of the InterSAN StockholdersStockholders any and all notices from or to any Stockholder hereunder or under any Additional Agreement, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take grant any consent or approval on behalf of the Stockholders under this Agreement, (vi) hold and pay over to the Buyer a portion of the Total Purchase Price on behalf of the Stockholders for the purpose of satisfying any payments which may be required pursuant to Section 2.6(f)(i), and (vii) make all actions necessary other elections or decisions contemplated by this Agreement and any Additional Agreement, and does hereby give and grant unto the Stockholders' Representative the power and authority to do and perform each such act and thing whatsoever that the Stockholders may or are required to do pursuant to this Agreement and all Additional Agreements, and to amend, modify or supplement any of the foregoing in each such Stockholder's name, place and stead, as if such Stockholder had personally done such act, and Xxxxxx Xxxxxx, Inc. as Stockholders' Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Stockholder shall not terminate such appointment or the judgment authority and agency of the Stockholders’ ' Representative. The power-of-attorney granted in this Section is coupled with an interest and is irrevocable. The Stockholders agree jointly and severally to indemnify, defend and hold harmless the Stockholders' Representative for the accomplishment of the foregoing from and against any and all loss, damage, liability and expense that may be incurred by the Stockholders' Representative arising out of or in connection with its acceptance or appointment as Stockholders' Representative under this Agreement (except such as may result from the other termsStockholders' Representative's bad faith), conditions including the legal costs and limitations expenses of defending itself against any claim or liability in connection with its performance under this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority any Additional Agreements executed and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken delivered by the Stockholders’ ' Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow any Additional Agreement. In connection with its appointment as set forth in clause (vi) above, the Stockholders’ ' Representative may rely on hereby agrees for the advice benefit of counselthe Stockholders that it will promptly (subject, if applicable, to the resolution of any dispute in accordance with the procedures set forth in Section 2.6) satisfy any obligations of the Stockholders pursuant to Section 2.6(f)(i) out of, and in an amount not exceeding, the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith aggregate amount held by the Stockholders’ ' Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named ' behalf pursuant to Section 11 of the Escrow Agreement2.4(e) and clause (vi) above.

Appointment of Stockholders’ Representative. For purposes of this ------------------------------------------- Agreement, the InterSAN Paracer Stockholders hereby consent to the appointment of Nxx Xxxxxxx X. Xxxxxx as the representative and attorney-in-fact for and on behalf of the InterSAN Paracer Stockholders (the “"Stockholders’ ' Representative”"), and to the taking by the Stockholders’ ' Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to to: (i) execute the Escrow Agreement on behalf of the InterSAN Paracer Stockholders, (ii) authorize delivery to Finisar Stratos of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders’ ' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ ' Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder Paracer Stockholder with respect to the Escrow this Agreement and the disposition, settlement or other handling of all Indemnification Claims. Each InterSAN Stockholder With respect to any interest in the Escrow, the Paracer Stockholders will be bound by all actions taken by the Stockholders’ ' Representative in connection with all Indemnification Claims, and Finisar Stratos shall be entitled to rely on any action or decision of the Stockholders’ Representative or taken by any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ ' Representative. The Stockholders’ ' Representative will incur no liability with respect to any action taken or suffered by it him in reliance upon any notice, direction, instruction, consent, statement or other document believed by it him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ ' Representative may rely on the advice of counsel, and the Stockholders’ ' Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ ' Representative based on such advice. Except as expressly provided herein, the Stockholders’ ' Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses former Paracer Stockholders on whose behalf the Escrow Shares were contributed to the Escrow shall severally indemnify the Stockholders' Representative and hold the Stockholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ ' Representative shall be paid from and arising out of or in connection with the Escrow Shares to acceptance or administration of the extent Stockholders' Representative's duties hereunder, including the reasonable fees and expenses of any Escrow Shares are available after payment of all Finisar Losses under this Article IXlegal counsel retained by the Stockholders' Representative. At any time during the term of the Escrow Agreement, the holders of a majority of the Escrow Shares then held shares in the Escrow may, by written consent, appoint a new representative as the Stockholders’ ' Representative by sending notice and a copy of the written consent appointing such new representative signed by the holders of a majority of the Escrow Shares to Finisar Stratos and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreement.Escrow

Appointment of Stockholders’ Representative. For purposes Each of the Stockholders party to this AgreementAgreement does hereby irrevocably make, constitute and appoint the InterSAN Stockholders hereby consent Stockholders’ Representative as his, her or its agent, to the appointment of Nxx Xxxxxxx act in his, her or its name, place and stead, as the representative and such Stockholder’s attorney-in-fact for fact, to (i) execute and on behalf deliver all documents necessary or desirable to carry out the intent of the InterSAN Stockholders (the “Stockholders’ Representative”), and to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement (including in the name of, or on behalf of, such Stockholder), (ii) make all elections or decisions entered into in connection with this Agreement and the Escrow Agreement, including, without limitation, the exercise (iii) hold such Stockholder’s equity securities of the power to Company and transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereof, (iiv) execute act on such Stockholder’s behalf in connection with all obligations and agreements of the Stockholders under this Agreement and the Escrow Agreement, (v) amend, waive or otherwise change the terms or conditions of this Agreement and the Escrow Agreement on behalf of the InterSAN Stockholderssuch Stockholder, (iivi) authorize delivery defend, settle and make payments to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act Indemnified Parties on behalf of each InterSAN Shareholder such Stockholder in connection with respect any claim for indemnification made by any Indemnified Party pursuant to Article VIII hereof, (vii) give and receive on behalf of the Escrow Agreement Stockholders any and all notices from or to any Stockholder or Stockholders under the dispositionAgreement, settlement (viii) if necessary or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions taken desirable, as determined by the Stockholders’ Representative in its sole discretion, incorporate corporations, organize partnerships, organize limited liability companies and take similar actions on behalf of the Stockholders and take all actions in connection therewith, and (ix) otherwise exercise all rights of such Stockholder and otherwise act on behalf of such Stockholder under the Agreement and the Escrow Agreement and in connection with all Indemnification Claimsthe Acquisition, in each case as if such Stockholder had personally done such act, and Finisar shall be entitled to rely on any action or decision of the Stockholders’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or taken by bankruptcy of any person that Finisar reasonably believes to be authorized to act on behalf Stockholder shall not terminate such appointment or the authority and agency of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to any action taken or suffered by it power-of-attorney granted in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. Except as expressly provided herein, the Stockholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of the Stockholders’ Representative shall be paid from the Escrow Shares to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares then held in Escrow may, by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreement1.12(a) is coupled with an interest and is irrevocable.

Appointment of Stockholders’ Representative. For purposes (a) Each Company Stockholder that accepts payment of Merger Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the approval of this AgreementAgreement in satisfaction of the Company Stockholders' Vote Condition, the InterSAN Stockholders hereby consent to the appointment of Nxx Xxxxxxx as the representative case may be, to have thereby irrevocably constituted and appointed Robert Coneybeer (the "Stockholders' Representative") as such Company Xxxxxxxxxxx'x xxue and lawful agent, proxy and attorney-in-fact pursuant to this Section 10.16. The Stockholders' Representative shall have full power and authority to act for each Company Stockholder and on behalf of the InterSAN Stockholders (the “Stockholders’ Representative”)in each Company Stockholder's name, place and stead, and to the taking by the Stockholders’ Representative of in any and all actions capacities to do and the making of any decisions perform every act and thing required or permitted to be taken done in connection with the transactions contemplated by him under this Agreement and each Ancillary Agreement following the Effective Time, as fully to all intents and purposes as such Company Stockholder might or the Escrow Agreementcould do in person, including, without limitation, all decisions relating to the exercise defense and/or settlement of any claims for which any Alcatel Indemnitee may claim to be entitled to indemnity pursuant to Article VIII hereof, the amendment or termination of this Agreement, the receipt of all payments and notices and the giving of all consents and waivers. All decisions and actions by the Stockholders' Representative shall be binding upon all of the power Company Stockholders, and no Company Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. (b) Each Company Stockholder that accepts payment of Merger Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the approval of this Agreement in satisfaction of the Company Stockholders' Vote Condition, as the case may be, to have agreed that (i) execute the Escrow Agreement on behalf provisions of this Section 10.16 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Company Stockholder may have in connection with the InterSAN Stockholderstransactions contemplated by this Agreement, (ii) authorize delivery to Finisar the remedy at law for any breach of Escrow Shares in satisfaction the provisions of Indemnification Claimsthis Section 10.16 would be inadequate, (iii) agree to, negotiate, enter into settlements Alcatel shall be entitled to temporary and compromises permanent injunctive relief without the necessity of proving damages if Alcatel brings an action to enforce the provisions of this Section 10.16 and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve the provisions of this Section 10.16 shall be binding upon the successors and assigns of each Company Stockholder. (c) By their approval of this Agreement, the Company Stockholders shall be deemed to have waived any Indemnification Claims and (v) take all actions necessary claims they may have or assert, including those that may arise in the judgment of future, against the Stockholders’ Representative ' Representative, and any of its affiliates, for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each InterSAN Shareholder with respect to the Escrow Agreement and the disposition, settlement any action or other handling of all Indemnification Claims. Each InterSAN Stockholder will be bound by all actions inaction taken or not taken by the Stockholders’ ' Representative in connection with all Indemnification Claimsherewith. (d) Any notice or communication delivered by Alcatel, Merger Sub or the Surviving Corporation to the Stockholders' Representative shall, as between Alcatel, Merger Sub and the Surviving Corporation, on the one hand, and Finisar the Company Stockholders, on the other, be deemed to have been delivered to all Company Stockholders. Alcatel, Merger Sub and the Surviving Corporation shall be entitled to rely on exclusively upon any action communications or decision of writings given or executed by the Stockholders’ ' Representative or taken by and shall not be liable in any person that Finisar reasonably believes to be authorized to act on behalf of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability with respect to manner whatsoever for any action taken or suffered by it not taken in reliance upon any notice, direction, instruction, consent, statement the actions taken or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action not taken or inaction, except his own willful misconduct communications or bad faith. In all questions arising under this Agreement writings given or the Escrow Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith executed by the Stockholders’ Representative based on such advice' Representative. Except as expressly provided hereinAlcatel, Merger Sub and the Surviving Corporation shall be entitled to disregard any notices or communications given or made by the Company Stockholders unless given or made through the Stockholders’ Representative will not be required ' Representative. In addition, each Company Stockholder agrees to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The expenses of indemnify and hold harmless the Stockholders’ ' Representative shall be paid from against any claim or expense incurred by the Escrow Shares Stockholders' Representative relating in any way to the extent any Escrow Shares are available after payment of all Finisar Losses under this Article IX. At any time during Stockholders' Representative's capacity as such. (e) Subject to the term terms of the Escrow Agreement, holders each Company Stockholder agrees that the Stockholders' Representative shall be entitled to receive such number of a majority ADSs as shall have an aggregate value of up to $250,000, as reasonably determined by the Stockholders' Representative, in accordance with the methodology set forth in Section I.3(d) of the Escrow Shares then held Agreement, to satisfy the Company Stockholders' obligation to indemnify the Stockholders' Representative under Section 10.16(d) hereof. Notwithstanding the foregoing, the Stockholders' Representative shall not be limited to such ADSs to satisfy such indemnification obligations, and, at the Stockholders' Representative's election, the Stockholders' Representative may seek cash from the Company Stockholders in Escrow maysatisfaction of any such indemnification obligations. (f) In the case of the death, disability, unwillingness to serve or other unavailability of the Stockholders' Representative, the Company Stockholders who own a majority in interest of ADSs issued as part of the Merger Consideration shall have the right, exercisable by written consent, appoint a new representative as the Stockholders’ Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar Alcatel and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and the Escrow Agent. The , to designate a replacement Stockholders’ Representative may resign at any time. Upon the resignation of the Stockholders’ ' Representative, a successor, who shall be bound by all of the terms of this Section 9.6, shall be named pursuant to Section 11 of the Escrow Agreement.